Can foreigners serve as directors of Saudi companies?

Foreigners are fully allowed to serve as directors of Saudi companies and there is no mandatory requirement for Saudi directors, which is clearly stipulated in the Saudi Companies Act and the Ministry of Investment (MISA). However, foreign directors are required to meet core conditions such as identity compliance, residence adaptation, background innocence, and industry qualification matching, with additional restrictions for special industries.

Legal level

the Saudi Companies Act does not impose any restrictive requirements on the nationality of directors. Foreign citizens can serve as directors according to law based on the resolution of the shareholders' meeting. Whether you are American, Chinese or European, you are treated equally before the law.

More importantly, the new Investment Law, which was introduced in August 2024 and fully implemented in February 2025, replaced the previous approval system with "freedom of principle and exceptions", and foreign capital can achieve 100 in most industries.% Holding. This means that you don't need a Saudi guarantor to "keep the door open" and you can be a director and you can make the decision yourself.

However, there is no legal restriction, which does not mean that there is no threshold in practical operation. The real rule in 2026 is: you can be a director, but you have to be able to stay in Saudi Arabia.

Foreign Directors Core Conditions

1, Basic Identity and Behavioral Competence

foreign directors must be at least 18 years old, have full capacity for civil conduct, and have no mental illness, behavior restriction or disability that prevents them from performing their duties. The identity must be traceable, and a scanned copy of the passport (including information page, signature page and visa page) valid for not less than 6 months must be provided. The information is clear and unaltered, and is completely consistent with MISA and MOCI filing information. Foreign directors appointed by corporate shareholders shall submit the appointment resolution of the board of directors of the parent company and the power of attorney at the same time. The documents shall be notarized, certified by The Hague and signed by the Saudi Embassy in China to ensure the legality of the appointment procedure.

2. Localized residence adaptation (core key)

this is the most easy step for foreign directors: regardless of the type of company, at least one foreign director or general manager must hold a valid Saudi residence card. As the only interface between the company and government departments, banks and tax agencies, this person is responsible for document signing, tax registration, bank account opening face-to-face signing, qualification handling and other key links, and needs to stay in Saudi Arabia for not less than two weeks per month to perform his duties.

If all foreign directors are not resident in Saudi Arabia, they need to apply for a business visa in advance and apply for Iqama at the same time. Otherwise, they cannot activate their bank accounts and complete tax registration, which will directly lead to the rejection of registration. In practice, the Standing Committee of Chinese Enterprises sends one core director to handle Iqama, while the remaining directors can perform their duties on a short-term business visa, explicitly authorize local representatives through a resolution of the Board of Directors, and handle a power of attorney certified by the Saudi Notary Public Office to ensure compliance.

Background Compliance: No Crime, No Sanctions, No Bankruptcy Liability

the Saudi National Inspectorate implements a full coverage background review for all directors, and foreign directors are required to focus on three types of high-risk situations. First, there is no criminal record, especially financial fraud, commercial corruption, corruption, money laundering and other economic crimes. Chinese directors are required to provide proof of China's no criminal record, complete notarization, Hague certification and embassy endorsement. Although it is not mandatory for ordinary industries, background defects will affect the audit. Second, there is no international sanctions record, shall not be included in the Saudi Arabia, the United Nations, the United States OFAC and other sanctions list, the need to submit a sanctions screening report. Third, there is no responsibility for performing duties in bankruptcy. If he has served as a core executive of a bankrupt enterprise and is found to have the main responsibility, he shall not serve as a director of the new company within 3 years.

4, professional qualification: ability to match the industry, no hard academic requirements

the Saudi Companies Act does not set a mandatory academic threshold for directors, but requires professional competence, management experience and industry qualifications that match the main business. For general trade and consulting industries, foreign directors are required to provide resumes and past employment certificates, reflecting at least 3 years of management experience in relevant industries; for special industries such as engineering, construction, medical treatment and finance, professional qualification certificates officially recognized by Saudi Arabia are required. For example, engineering directors are required to hold the certification of the Saudi Association of Engineers, and medical directors are required to provide a practice license.

Special industry foreign director restrictions: high threshold, strong supervision

There are no additional restrictions on foreign directors in general industries (trade, consulting, manufacturing, e-commerce), but in special industries such as finance, energy, media, security, and medical, the conditions for foreign directors have been significantly tightened, and Saudi directors are mandatory in some industries.

1. Financial industry (banking, insurance, investment):

foreign directors must have a bachelor's degree or above in finance and at least 5 years of senior management experience in financial institutions, and have passed the qualification review of the Saudi Capital Market Authority (CMA) without any record of financial violations.

2. Energy and mineral industry:

foreign directors are required to hold a license issued by the Ministry of Energy of Saudi Arabia, have experience in energy project development, operation and management, and pass a national security review.

3. Media and Security Industry:

there must be Saudi directors and a special business license must be applied for in advance, and foreign directors are not allowed to participate in core decision-making.

4. Medical industry:

foreign directors are required to have a medical background and core medical directors are required to be certified by the Saudi Ministry of Health.

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